Exhibit 10.1

                               FIRST AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT


     THIS  FIRST   AMENDMENT  TO  AMENDED  AND  RESTATED  LOAN  AGREEMENT  (this
"Amendment")  is entered into as of March 30,  2001,  between  Tecstar,  LLC, an
Indiana  limited  liability  company,  (the  "Borrower"),  and Foothill  Capital
Corporation, a California corporation ("Lender").

     WHEREAS,  Borrower and Lender are parties to an Amended and  Restated  Loan
and  Security  Agreement  dated as of December 12, 2000 (as amended from time to
time, the "Loan Agreement"); and

     WHEREAS,  Borrower has requested that Lender amend the Loan Agreement,  and
Lender has agreed to do so subject to the terms and conditions contained herein;

     NOW  THEREFORE,  in  consideration  of the premises  and mutual  agreements
herein contained, the parties hereto agree as follows:

     1.   Defined Terms. Unless otherwise defined herein, capitalized terms used
          herein  shall  have the  meanings  ascribed  to such terms in the Loan
          Agreement.

     2.   Amendment  to  Loan  Agreement.  Subject  to the  satisfaction  of the
          conditions set forth in Section 4 hereof, the Loan Agreement is hereby
          amended as follows:

          (a)  Section  1.1 of the  Loan  Agreement  ("Definitions")  is  hereby
               amended to delete the defined term  "Accounts  Advance  Rate" and
               replace it in its entirety with the following:

                    "Accounts Advance Rate" means 85%.

          (b)  Section  1.1 of the  Loan  Agreement  ("Definitions")  is  hereby
               amended to delete the defined term  "Inventory  Advance Rate" and
               replace it in its entirety with the following:

                    "Inventory  Advance Rate" means 60%;  provided,  that at all
               times on and after August 31, 2001,  Inventory Advance Rate means
               25%.

          (c)  Section  1.1 of the  Loan  Agreement  ("Definitions")  is  hereby
               amended to delete the defined term "Maximum Revolving Amount" and
               replace it in its entirety with the following:

                  "Maximum Revolving Amount" means $10,000,000.

          (d)  Section  1.1 of the  Loan  Agreement  ("Definitions")  is  hereby
               amended to delete the defined  term  "Tooling  Advance  Rate" and
               replace it in its entirety with the following:

                  "Tooling and/or Engineering Service Advance Rate" means 85%.

          (e)  The  following  Section  7.20  shall  be  inserted  into the Loan
               Agreement in appropriate numerical order:

                  7.20     Financial Covenants.

                    Fail to maintain EBITDA of at least (i) negative  $1,100,000
               for the fiscal  quarter ending on the Sunday closest to March 31,
               2001; (ii) $1,200,000 for the fiscal quarter ending on the Sunday
               closest to June 30,  2001;  and (iii)  $1,625,000  for the fiscal
               quarter  ending on the Sunday  closest to September 30, 2001. For
               each fiscal  quarter ending after the Sunday closest to September
               30,  2001,  Companies  shall  maintain  EBITDA  at a level  to be
               determined  by Foothill,  which level will be based on Companies'
               projections  (but in no event shall EBITDA for any fiscal quarter
               be less than the level of EBITDA  required for the  corresponding
               fiscal quarter in the immediate preceding fiscal year).

                    Companies agree to deliver to Foothill  projections for each
               fiscal year prior to the  beginning  of such fiscal year and such
               projections  shall  be  in  form  and  substance   acceptable  to
               Foothill.

     3.   Ratification.   This   Amendment,   subject  to  satisfaction  of  the
          conditions  provided  below,  shall  constitute  amendment to the Loan
          Agreement and all of the Loan  Documents as appropriate to express the
          agreements contained herein. In all other respects, the Loan Agreement
          and the Loan  Documents  shall remain  unchanged and in full force and
          effect in accordance with their original terms.

     4.   Condition to Effectiveness. Subject to Section 5 below, the amendments
          to the  Loan  Agreement  set  forth  in this  Amendment  shall  become
          effective as of the date of this  Amendment and upon the  satisfaction
          of  the   following   conditions   precedent  in  form  and  substance
          satisfactory to Lender:

          (a)  Amendment. Execution by the Borrower and Lender of this Amendment
               and delivery thereof to Lender;

          (b)  Waiver  Fee.  Borrower  shall have paid to Lender a waiver fee of
               $5,000; and

          (c)  No Default.  No Event of Default or event which,  with the giving
               of notice or the passage of time, or both,  would become an Event
               of Default,  shall have occurred and be  continuing,  and,  after
               giving effect to the  amendments  contained  herein,  no Event of
               Default or event which,  with the giving of notice or the passage
               of time,  or both,  would become an Event of Default,  shall have
               occurred and be continuing.

     5.   Miscellaneous.

          (a)  Warranties and Absence of Defaults.  In order to induce Lender to
               enter into this Amendment, Borrower hereby warrants to Lender, as
               of the date hereof, that:

               (i)  The warranties of Borrower  contained in the Loan Agreement,
                    as  herein  amended,  are  true and  correct  as of the date
                    hereof as if made on the date hereof.

               (ii) All   information,   reports  and  other   papers  and  data
                    heretofore  furnished  to Lender by Borrower  in  connection
                    with this  Amendment,  the Loan Agreement and the other Loan
                    Documents are accurate and correct in all material  respects
                    and complete insofar as may be necessary to give Lender true
                    and  accurate  knowledge  of  the  subject  matter  thereof.
                    Borrower  has  disclosed to Lender every fact of which it is
                    aware which would  reasonably be expected to materially  and
                    adversely  affect  the  business,  operations  or  financial
                    condition  of Borrower or the ability of Borrower to perform
                    its obligations under this Amendment,  the Loan Agreement or
                    under  any  of  the  other  Loan  Documents.   None  of  the
                    information  furnished to Lender by or on behalf of Borrower
                    contained  any material  misstatement  of fact or omitted to
                    state a  material  fact or any  fact  necessary  to make the
                    statements   contained  herein  or  therein  not  materially
                    misleading.

               (iii)No Event of Default or event  which,  with  giving of notice
                    or the  passage of time,  or both  would  become an Event of
                    Default, exists as of the date hereof.

          (b)  Expenses. Borrower agrees to pay on demand all costs and expenses
               of Lender  (including the reasonable fees and expenses of outside
               counsel  for  Lender)  in   connection   with  the   preparation,
               negotiation,  execution,  delivery  and  administration  of  this
               Amendment  and all other  instruments  or documents  provided for
               herein or delivered or to be delivered hereunder or in connection
               herewith.  In addition,  Borrower  agrees to pay, and save Lender
               harmless from all  liability  for, any stamp or other taxes which
               may be payable in  connection  with the  execution or delivery of
               this Amendment or the Loan Agreement,  as amended hereby, and the
               execution and delivery of any  instruments or documents  provided
               for  herein  or  delivered  or to be  delivered  hereunder  or in
               connection  herewith.  All obligations provided in this Section 5
               (b) shall survive any  termination of this Amendment and the Loan
               Agreement as amended hereby.

          (c)  Governing Law. This Amendment  shall be a contract made under and
               governed by the internal laws of the State of Illinois.

          (d)  Counterparts.  This  Amendment  may be  executed in any number of
               counterparts,  and by the parties  hereto on the same or separate
               counterparts,  and  each  such  counterpart,  when  executed  and
               delivered,  shall  be  deemed  to be an  original,  but all  such
               counterparts  shall  together  constitute  but one  and the  same
               Amendment.

          (e)  Reference to Loan Agreement.  On and after the  effectiveness  of
               the amendment to the Loan  Agreement  accomplished  hereby,  each
               reference in the Loan Agreement to "this Agreement," "hereunder,"
               "hereof," "herein" or words of like import, and each reference to
               the Loan Agreement in any Loan  Documents,  or other  agreements,
               documents or other instruments executed and delivered pursuant to
               the Loan  Agreement,  shall mean and be a  reference  to the Loan
               Agreement, as amended by this Amendment.

          (f)  Successors. This Amendment shall be binding upon Borrower, Lender
               and their respective  successors and assigns,  and shall inure to
               the benefit of Borrower,  Lender and their respective  successors
               and assigns.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.



                                 TECSTAR, LLC
                                 an Indiana limited liability company


                                 /s/ Michael H. Schoeffler
                                 --------------------------------------
                                 By:     Michael H. Schoeffler
                                 Title:  President, COO, CFO


                                 FOOTHILL CAPITAL CORPORATION,
                                 a California corporation


                                /s/ Michael P. McGinn
                                ---------------------------------------
                                 By:    Michael P. McGinn
                                 Title: Vice President


<PAGE>



                                  REAFFIRMATION


     The undersigned,  Starcraft Automotive Group, Inc., acknowledges receipt of
the foregoing  amendment and hereby  reaffirms all of its obligations  under the
Continuing Guaranty dated as of December 12, 2000.


                                   STARCRAFT AUTOMOTIVE GROUP


                                   /s/ Richard J. Mullin
                                   --------------------------------------
                                   By:     Richard J. Mullin
                                   Title:  Chief Financial Officer



<PAGE>



                                  REAFFIRMATION


     The  undersigned,  Starcraft  Corporation,   acknowledges  receipt  of  the
foregoing  amendment  and  hereby  reaffirms  all of its  obligations  under the
Continuing Guaranty dated as of December 12, 2000.


                                   STARCRAFT CORPORATION

                                   /s/ Richard J. Mullin
                                   --------------------------------------
                                   By:     Richard J. Mullin
                                   Title:  Chief Financial Officer



<PAGE>



                                  REAFFIRMATION


     The undersigned, National Mobility Corporation, acknowledges receipt of the
foregoing  amendment  and  hereby  reaffirms  all of its  obligations  under the
Continuing Guaranty dated as of December 12, 2000.


                                  NATIONAL MOBILITY CORPORATION


                                 /s/ Michael H. Schoeffler
                                 --------------------------------------
                                 By:     Michael H. Schoeffler
                                 Title:  President, COO, CFO



<PAGE>



                                  REAFFIRMATION


     The undersigned,  Imperial Automotive Group, Inc.,  acknowledges receipt of
the foregoing  amendment and hereby  reaffirms all of its obligations  under the
Continuing Guaranty dated as of December 12, 2000.


                                 IMPERIAL AUTOMOTIVE GROUP


                                 /s/ Michael H. Schoeffler
                                 --------------------------------------
                                 By:     Michael H. Schoeffler
                                 Title:  President, COO, CFO




<PAGE>



                                  REAFFIRMATION


     The  undersigned,  Tecstar,  Inc.,  acknowledges  receipt of the  foregoing
amendment  and hereby  reaffirms  all of its  obligations  under the  Continuing
Guaranty dated as of December 12, 2000.


                                  TECSTAR, INC.



                                 /s/ Michael H. Schoeffler
                                 --------------------------------------
                                 By:     Michael H. Schoeffler
                                 Title:  President, COO, CFO